Executive Compensation
Except in connection with a retirement by Messrs. Nelson or Ray or, under the A & R Sievert Employment Agreement, Mr. Sievert, if an
executive voluntarily leaves the Company (other than for good reason), the executive is not entitled to any severance compensation.
Name
Termination in Connection
with Restructuring Before
a Change in Control
($)
Termination Without Cause
or for Good Reason in
Connection with or After a
Change in Control
($)
Death or Disability
($)
G. Michael Sievert
Cash Severance 11,672,542 11,672,542 —
Time-Based RSUs 19,496,960 19,496,960 19,496,960
Performance-Based RSUs 63,959,420 63,959,420 63,959,420
2022 STIP 7,128,588 7,128,588 7,128,588
Office & Assistant 450,000 450,000 —
Medical Coverage 24,128 24,128 —
Outplacement Services 4,200 4,200 —
Total Estimated Value 102,735,838 102,735,838 90,584,968
Peter Osvaldik
Cash Severance 4,400,000 4,400,000 —
Time-Based RSUs 2,553,413 5,765,060 5,765,060
Performance-Based RSUs 5,224,683 9,024,820 9,024,820
2022 STIP 2,394,000 2,394,000 2,394,000
Medical Coverage 26,335 26,335 —
Outplacement Services 4,200 4,200 —
Total Estimated Value 14,602,631 21,614,415 17,183,880
Neville R. Ray
Cash Severance 5,700,000 5,700,000 —
Time-Based RSUs 4,834,713 9,192,820 9,192,820
Performance-Based RSUs 32,326,576 39,424,000 39,424,000
2022 STIP 3,249,000 3,249,000 3,249,000
Medical Coverage 26,804 26,804 —
Outplacement Services 4,200 4,200 —
Total Estimated Value 46,141,294 57,596,824 51,865,820
Mark W. Nelson
(1)
Cash Severance 5,415,000 5,415,000 —
Time-Based RSUs 1,434,627 4,303,880 4,303,880
Performance-Based RSUs 9,141,522 12,189,940 12,189,940
2022 STIP 3,005,325 3,005,325 3,005,325
Medical Coverage 31,613 31,613 —
Outplacement Services 4,200 4,200 —
Total Estimated Value 19,032,287 24,949,958 19,499,145
Peter A. Ewens
Cash Severance 3,750,000 3,750,000 —
Time-Based RSUs 2,362,920 4,586,400 4,586,400
Performance-Based RSUs 4,538,674 7,088,620 7,088,620
2022 STIP 1,923,750 1,923,750 1,923,750
Medical Coverage 18,186 18,186 —
Outplacement Services 4,200 4,200 —
Total Estimated Value 12,597,730 17,371,156 13,598,770
1 Upon Mr. Nelson’s voluntary resignation from the Company as of December 31, 2022 (if Mr. Nelson had reached age 60 by such date and following at least six months’ prior written notice),
under the terms of the Nelson Offer Letter, he would have been entitled to: (i) 2022 pro-rata STIP, (ii) continued vesting of his RSUs following retirement, (iii) continued vesting of his PRSUs
following retirement, (iv) Company-paid group medical and dental benefits for up to 18 months following termination, and (v) the Continued Mobile Discounts.
In addition to the items described above, the Named Executive Officers are entitled to receive amounts earned during the term of
employment through the date of termination. These amounts, which are not included in the table, include earned base salary, vested
awards under our long-term incentive awards, any vested entitlements under our applicable employee benefit plans, including vested
401(k) plan balances, and rights to continuation of coverage under our group medical plans at the Named Executive Officer’s expense.
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PROXY STATEMENT 2023
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